THIS SECURITY AGREEMENT (this “Agreement”) is entered into as of March 28, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time) among SMART MODULAR TECHNOLOGIES (WWH), INC., an exempted company organized under the laws of the Cayman Island (the “Company”). THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (“Guarantors”, and together with the Company, the “Obligors”) in favor of U.S. BANK NATIONAL ASSOCIATION, as trustee (“Trustee”) pursuant to the Indenture (the “Indenture”) dated as of the date hereof by and among the Company, the guarantors party thereto and the Trustee, acting for and on behalf of the holders of the Notes described below (the “Noteholders”).
WHEREAS, The Company has issued, on the date hereof, Senior Secured Floating Rate Notes due 2012 in the aggregate principal amount of $125,000,000 (collectively, the “Notes”);
WHEREAS, the Noteholders have authorized the Trustee to enter into this Agreement; and
WHEREAS, in order to induce the Noteholders to purchase the Notes, each Obligor has agreed to secure the payment and performance of the Obligations (as hereinafter defined) and to accomplish same by (i) executing and delivering to the Trustee this Agreement and (ii) delivering to the Trustee any and all other documents required hereunder.
NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: